Gregg M. Sherrill
ALLSTATEAbout Gregg M. Sherrill
Gregg M. Sherrill, age 72, is Allstate’s independent Lead Director and has served on the Board since 2017 (7 years of tenure). He is the former Executive Chair and CEO of Tenneco Inc. and previously Corporate Vice President and President of Power Solutions at Johnson Controls Inc., bringing deep experience in highly regulated automotive manufacturing, risk oversight, sustainability, and global operations. The Board has determined he is independent and has extended his service beyond his 72nd birthday based on the best interests of shareholders and the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco Inc. | Executive Chair, CEO and Director | Not disclosed | Led strategic growth and operational change; extensive risk management and sustainability oversight |
| Johnson Controls Inc. | Corporate Vice President; President, Power Solutions | Not disclosed | Global operations leadership in a regulated, industrial context |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snap-on Incorporated | Director | 2010–present | Former chair of organization and executive compensation committee (governance and pay oversight) |
Board Governance
- Roles and committees:
- Lead Director (independent), elected annually by independent directors; Lead Director since 2021 .
- Member, Nominating, Governance and Social Responsibility Committee .
- Executive Committee participant by role (Executive Committee comprises the Lead Director, committee chairs, and Board Chair) .
- Independence: Board affirmatively determined independence for all directors except the CEO; committee memberships are composed of independent directors (other than Executive) .
- Attendance: 100% attendance at Board/committee meetings in 2024; directors as a group averaged 100% .
- Years of service: 7 (as of the proxy filing) .
- Executive sessions: Independent directors hold executive sessions at every regular Board and committee meeting .
| Governance Attribute | Detail |
|---|---|
| Lead Director duties | Approves agendas and schedules, chairs executive sessions, liaises between independent directors and Chair/CEO, participates in CEO evaluation, engages with shareholders, may call meetings of independent directors |
| Retirement guideline | Non‑employee director retirement at age 72; Board extended Sherrill’s service beyond age 72 in the best interests of shareholders and Allstate |
| Outside boards limit | No more than two outside public boards for active executives and no more than four for other directors; Sherrill serves on one (Snap‑on) |
Fixed Compensation
| Component | 2024 | 2025 (Program) |
|---|---|---|
| Annual cash retainer (standard program) | $125,000 (director program) | $135,000 (director program, approved for 2025) |
| Equity retainer (RSUs; fixed value) | $175,000 (director program) | $190,000 (director program, approved for 2025) |
| Sherrill – Fees earned or paid in cash | $175,000 (reflects Lead Director role) | Not disclosed (2025 totals will reflect new program rates) |
| Meeting fees | None disclosed (Allstate uses retainers vs meeting fees) | None disclosed |
Notes:
- Directors may elect to receive cash retainers in stock or defer retainers under the Deferred Compensation Plan; elections and balances are director‑specific (e.g., Mr. Traquina) and not disclosed for Sherrill .
Performance Compensation
| Equity Award Detail | 2024 |
|---|---|
| Annual RSU grant (grant date) | RSUs granted June 1; fixed value formula ($175,000 ÷ closing price, rounded up); final grant date closing price $167.52; Sherrill’s grant value $175,058 |
| Vesting/Conversion | RSUs granted on/after June 1, 2016 convert into common stock on the earlier of the third anniversary of grant or upon termination of Board service; directors may defer conversion; dividend equivalent rights included |
Other Directorships & Interlocks
| Company | Sector Relationship to ALL | Interlock/Conflict Notes |
|---|---|---|
| Snap‑on Incorporated | Not disclosed | No related person transactions identified at Allstate since the beginning of 2024; director independence affirmed |
Expertise & Qualifications
- Risk management; highly regulated industries; public policy/regulation; sustainability (emissions control); succession planning/human capital; global perspective .
- Board leadership experience (Lead Director at Allstate; prior compensation committee chair experience at Snap‑on) .
Equity Ownership
| As of 12/31/2024 | Value Basis | Amount |
|---|---|---|
| Restricted Stock Units (RSUs) | $192.79 closing price per share | 3,948 RSUs; value $761,135 |
| Ownership guideline | Six times cash retainer within five years; Sherrill has met guideline | Compliance: Met |
| Ownership alignment metric | Multiple of annual cash retainer (including shares held outright) | 17.0x |
Governance Assessment
- Positive signals:
- Independent Lead Director with clearly articulated responsibilities and direct shareholder engagement; 100% attendance indicates high engagement .
- Strong ownership alignment: RSUs plus shares held outright equate to ~17x annual cash retainer; meets guideline; director equity is delivered in Allstate stock with dividend equivalents .
- No related person transactions identified since 2024; Board confirms independence and robust governance practices (majority voting, proxy access, executive sessions) .
- Director compensation updated for 2025 via independent consultant benchmarking (Pay Governance), maintaining market alignment .
- Watch items:
- Retirement policy exception: Board extended Sherrill’s service beyond age 72; justified as in shareholders’ best interests. Monitor for continued refreshment and effectiveness balance .
- RED FLAGS: None disclosed regarding conflicts, related‑party transactions, pledging/hedging, or low attendance. Policies prohibit hedging/pledging for covered insiders and emphasize clawbacks and ownership alignment (executive program; governance documents apply broadly), with no exceptions noted for directors .
Overall, Sherrill’s governance profile reflects strong independence, high engagement, and aligned ownership, with committee participation focused on nomination/governance and leadership as Lead Director. Compensation and equity practices for directors appear standard and shareholder‑aligned, and no conflicts or related‑party exposures are disclosed .